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HomeMy WebLinkAboutC12-397 Schmueser Gordon Meyer Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND SCHMUESER GORDON MEYER (SGM), INC. FOR PROFESSIONAL DESIGN SERVICES FOR VALLEY ROAD REALIGNMENT THIS AGREEMENT for Professional Services ( "Agreement ") is made and entered into effective as of the I "i day of N , _ ' ) , 2012 by and between Schmueser Gordon Meyer (SGM), Inc., a Colorado corporation (hereinafter "Consultant" or "Contractor ") and Eagle County, Colorado a body corporate and politic ( "County "). RECITALS WHEREAS, County desires to realign Valley Road at the intersections of State Highway 82, El Jebel Road and Valley Road, in the unincorporated area of El Jebel in Eagle County (hereinafter "Project "); and WHEREAS, County issued a Request for Qualifications for professional engineering services (the "RFQ ") in order to solicit proposals from consultants willing and able to provide, among other services, engineering and design services and construction administration for the Project; and, WHEREAS, after review of proposals submitted in response to the RFQ, County wishes to hire Consultant to provide the services described in Section 1 hereunder; and WHEREAS, Consultant is authorized to do business in the State of Colorado and has represented that it has the experience and knowledge in the subject matter necessary to provide said services to County; and WHEREAS, Consultant and County intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the Services (as defined below) and related terms and conditions to govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1) Services. a) Consultant agrees to furnish all services, labor, personnel and materials necessary to perform and complete the services described in Consultant's Scope of Work dated August 17, 2012 and associated sub - consultant proposals, attached hereto as Exhibit A ( "Services "). If no completion date is specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions /1'r set forth in this Agreement shall prevail. b) This Agreement shall commence on the date first written above and, subject to the provisions of Section 10 hereof, shall continue in full force and effect until the Services are satisfactorily completed. 2) Compensation. a) County shall compensate Consultant for the performance of the Services as set forth herein and in Consultant's Fee Proposal dated July 19, 2011, and associated sub - consultant proposals attached hereto as Exhibit B ( "Compensation "). The Compensation agreed to and set forth in Exhibit B shall be paid by County in monthly payments equal to the cost for each task performed or completed by Consultant. All out -of- pocket expenses are included in the fees set forth in Exhibit B. All invoices shall include the percentage of completion by task with detail regarding hours spent, tasks performed and who performed each task. Each invoice shall cover a calendar month beginning on the 1 of the month and ending on the last day of the month. All invoices shall be submitted to County by Consultant by the 15 of the month following the month in which the Services are rendered and shall be accompanied by invoices or other documentation as may be required by County or other government agencies processing invoices for payment or reimbursement to County, if any, and as may be required by County. Consultant's invoices shall be paid within thirty days of receipt provided that all of Consultant's invoices and insurance certificates on file with County are current and all Services have been satisfactorily performed. Original invoices with accompanying support documentation should be forwarded to: Greg Schroeder, Senior Project Engineer, Eagle County Engineering, Post Office Box 850, Eagle, CO 81631 by US Mail or electronically to greg.schroeder @eaglecounty.us. The compensation for the performance of Services described in Exhibit A shall not exceed one hundred seventy -three thousand two hundred seventy -one dollars and fifty cents ($173,271.50). b) Notwithstanding the foregoing, if, prior to payment of compensation or reimbursement for services but after submission to the County of a request therefore by Consultant, the County reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time after or during the term of this Agreement or after termination of this Agreement as hereinafter provided or expiration of this Agreement, the County reasonably determines that any payment theretofore paid by the County to Consultant was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from the County, Consultant shall forthwith return such payment to the County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by the County to Consultant shall forthwith be returned to County. c) The County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d) Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under. this Agreement after, nor shall any payments be made to Contractor in 2 • respect of any period after, December 31 of the calendar year of the term of this Agreement without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 3) Additional Services. Any services in addition to the Services ( "Additional Services ") shall be performed by Consultant only upon the written request of County. Orders for Additional Services shall be acknowledged by County and Consultant in writing, prior to any such work identified as Additional Services is performed by Consultant. Failure by Consultant to obtain written authorization and acknowledgement by County for Additional Services shall result in non- payment for any such Additional Services or work performed. Except as otherwise agreed in writing by Consultant and County, all Additional Services shall be subject to the terms and conditions of this Agreement. County may also by written notice to Consultant make any reasonable reductions to the scope of the Services and the compensation payable to Consultant shall be reduced in a fair and reasonable amount on account thereof. 4) Assignment & Sub - consultants. a) County hereby consents to Yeh & Associates, ERO Resources Corporation, A Project Resource, LLC and LANDWEST Colorado, LLC performing portions of the Services as a sub - consultants to Consultant. Consultant shall be responsible for the performance of Services by sub - consultants as set forth herein. Consultant shall be responsible for compensating sub - consultants for any Services or Additional Services performed by sub - consultants. County shall only be responsible for compensation to Consultant as set forth herein. Nothing contained in this Agreement shall be deemed to create any contractual relationship between any sub - consultant or subcontractor of any tier and the County. b) All subcontracts shall conform to rovisions of this Agreement. Consultant shall p gr a require its sub - consultants to the extent of the Services to be performed by the sub - consultant, to assume toward Consultant all the obligation and responsibility which Consultant, by this Agreement, assumes towards County. Said agreement shall preserve and protect the rights of the County with respect to the Services to be performed by the sub - consultant so that the subcontracting thereof will not prejudice such rights. Consultant shall require each sub - consultant to enter into similar agreements with its subcontractors. Before permitting any of its sub - consultants to perform any Work under this Agreement, Consultant shall require each of its sub - consultants to procure and maintain such insurance as set forth in Section 6 below. c) Notwithstanding the foregoing, Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any other or alternative sub - consultant agreements for the performance of any of the Services or Additional Services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub - consultant, as approved by County and to the extent of the Services to be performed by the sub - consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall 3 have the right (but not the obligation) to enforce the provisions of this Agreement against any sub - consultant hired by Consultant and Consultant shall cooperate in such process. 5) Insurance. Unless otherwise agreed to in writing by County, Consultant agrees to provide and maintain, at Consultant's sole cost and expense, and to require its subcontractor to maintain the following insurance coverage: a) Types of Insurance. i) Workers' Compensation as required by State statute, and Employer's liability insurance coverage covering all of the Consultant's employees acting within the course and scope of their employment. ii) Automobile Liability Insurance covering any auto including owned, hired and non - owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iii) iii) Commercial General Liability insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 per occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Consultant shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the County a certificate or other document satisfactory to the County showing compliance with this provision. iv) Professional Liability Insurance with limits of liability of not less than $1,000,000 per occurrence. b) Other Requirements. i) Consultant shall maintain the foregoing coverage in effect until the Services and Additional Services are completed. In addition, to the extent commercially available at reasonable rates, all such policies shall be kept in force by Consultant until the applicable statute of limitations for the Project has expired. ii) All policies must be written by insurance companies whose rating in the most recent Best's rating guide is not less than A- (VII). iii) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to County prior to commencement of any Services under this Agreement and must be provided on an annual basis commencing on the first (1 anniversary of the policy year and continuing thereafter, or at any time within ten (10) days after request therefor by County or an additional insured. Consultant shall provide County a complete copy of any policy of insurance required hereunder within five (5) business days of a request from County, and hereby authorizes Consultant's brokers, without further notice to or authorization by Consultant, to immediately comply with any written request of County for a complete copy of any policy required hereunder. 4 iv) If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. v) Consultant's insurance shall be primary and non - contributory to any insurance held by County. vi) All insurance policies in any way related to this Agreement and secured and maintained by Consultant shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against the County, its agents, employees and volunteers. vii) The County shall be named as additional insured on the Commercial General Liability policies. 6) Indemnification. To the fullest extent permitted by law, Consultant agrees to indemnify, defend and hold harmless Eagle County, its officers, directors, agents and employees, (collectively, "County Indemnities ") from and against any and all claims, demands, losses, liabilities, damages, disbursements, obligations, fines, penalties, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) and costs of every kind and character ( "Claims ") to the extent actually or allegedly caused by or attributable to (in whole or in part) to this Agreement or the performance or non - performance of the Services (including any Additional Services) provided by Consultant and its agents, employees, sub - consultants and/or suppliers, and /or any negligent or otherwise wrongful statement, act or omissions of Consultant or any person or entity under Consultant's control; and Consultant shall reimburse County for any and all expenses, including attorney fees, incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. The indemnity and hold harmless provisions of this Agreement shall survive expiration or termination hereof. County and Consultant hereby certify and agree that the indemnity and hold harmless provisions of this Agreement have been freely and mutually negotiated. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. 7) Ownership of Documents. All documents prepared by Consultant or Consultant's sub - consultants in connection with Consultant's performance under this Agreement shall become the property of County, and Consultant or Consultant's sub - consultants shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all surveys, reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or sub - consultant in connection with the performance of the Services and Additional Services under this Agreement). The County acknowledges that the use of documents prepared by Consultant or Consultant's sub - consultants for other than the Project shall be at ' County s sole risk and without liability to Consultant. 8) Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage 5 prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. County: Eagle County Government Attention: Eva Wilson 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -3560 Facsimile: 970 - 328 -8789 E -mail: eva.wilson @eaglecounty.us And a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -8685 Facsimile: 970 - 328 -8699 Consultant: Schmueser Gordon Meyer (SGM), Inc. Attention: Dan Cokley 118 W Sixth St, Suite 200 Glenwood Springs, CO 81601 Telephone: 303-384-9009 Facsimile: 303 - 379 -3378 E -mail: DanC @sgm- inc.com 9) Coordination. Consultant acknowledges that the development and processing of the Services or Additional Services for the Project may require close coordination between various consultants. Consultant shall coordinate the Services required hereunder with the other consultants that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants, in writing, of any changes or revisions to Consultant's work product that might affect the work of other consultants providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 10) Termination. 6 a) The County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. In the event the Consultant files for bankruptcy or is declared bankrupt or dissolves, the County may declare in writing that this Agreement is immediately terminated, and all rights of Consultant and obligations of the County are terminated, except payment of accrued but unpaid fees as set forth in Section 10(b) hereof. b) Upon termination of this Agreement as set forth in Section 10(a) above, County shall pay to Consultant as payment in full for all labor, work and services performed, all materials supplied, and expenses incurred by Consultant as follows: (i) the agreed compensation for all Services and approved Additional Services satisfactorily performed by Consultant under this Agreement up to the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and deliver to County true and complete copies of Consultant's work product. As used herein, the "effective date of termination" shall be that date which is seven (7) calendar days after receipt of the notice of termination. 11) Venue and Jurisdiction. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. 12) General Conditions. a) Consultant shall be responsible for the completeness and accuracy of the Services and any Additional Services, including all supporting data and other documents prepared or compiled in performance of the Services or Additional Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services or Additional Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services and Additional Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. Consultant represents and warrants that it has the experience and personnel necessary to properly perform the Services. b) This Agreement and Exhibits A and B (the "Contract Documents ") represent the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibits A and B. The Agreement may only be altered, amended, or repealed in writing. c) Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Consultant confirms that the time limitations set forth herein are reasonable period(s) for performing the Services. d) This Agreement shall be construed and interpreted under and shall be governed and enforced according to the domestic laws of the State of Colorado (without reference to the doctrine of conflicts of law). e) Consultant represents and warrants that at all times in the performance of the Services Consultant shall comply with any and all applicable laws, codes, rules and regulations. 7 f) Consultant and its employees are not entitled to workers' compensation benefits through the County. Consultant is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Consultant and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than County. The Consultant hereby acknowledges full and complete liability for and shall timely pay all taxes imposed by any federal, state or local taxing authority on all payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges levied against Consultant on account of this Agreement. g) This Agreement- constitutes an agreement for the performance of work and services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master - servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County or to approve any Additional Services, unless specifically approved by County in writing. h) This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by a written instrument signed by the party to be charged. Notwithstanding the foregoing sentence, Consultant agrees to make such revisions to this Agreement as may be reasonably required by County, and Consultant agrees to comply with customary requirements of construction and permanent lenders which may be imposed including, but not limited to, execution of a subordination agreement(s). i) This Agreement and the covenants contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors -in- interest. j) No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. k) Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female and the neuter, and vice versa. 1) The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. m) Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes County to perform audits or to make inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate with County representatives during such audit or inspections. 8 . n) Consultant shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility. Consultant shall require all sub - consultants to agree to the provisions of this subparagraph. 13) Prohibitions on Government Contracts. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Consultant will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services or Additional Services under this Contract. A. Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform Services or Additional Services under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services or Additional Services under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http: / /www.dhs.gov /xprevprot/programs /gc 1185221678150.shtm C. Consultant shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. D. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Consultant shall be required to: (i) Notify the subcontractor and County within three days that Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 9 E. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). F. If Consultant violates these prohibitions, County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, Consultant shall be liable for actual and consequential damages to County as required by law. G. County will notify the office of the Colorado Secretary of State if Consultant violates this provision of this Contract and County terminates the Contract for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the I I da of December , 2012. day ATTEST: COUNTY OF EAGLE, STATE OF 4 : ORADO, by through its • • .'.: OF ° : e. c. ' TY COMMA ..y r1 , ;4 , By: / ©toApP Clerk to the Board of County Commissioners c Peter Runyon, Chairman an SCHMUESER GORDON MEYER, INC. • By: Its: Principal STATE OF COLORADO ) ) ss. COUNTY OF (- J--' e f t -t ) • The foregoing instrument was acknowledged before me by / r� , r �� �� , this ,5 A day of nc?ck.. R,, 6,.e, , 2012. My commission expires: /a, ll 3 t R. C n 43. tx Notary Public S I t ; • , ."BUG . •'• �k ; COLO" 11 sGm www.sgm-Inc.com SCOPE OF WORK — El Jebel Intersection South Eagle County, Colorado Background. The State Highway 82 / El Jebel Road intersection is located in the unincorporated area of El Jebel in Eagle County, Colorado. Both the north and south sides of the intersection with SH82 have two "tee" intersections within close proximately to the SH82 / El Jebel Road intersection as well as one another. To the south, these intersections are the Valley Road / East Valley Road intersection, and the East Valley Road / Sopris Village Drive intersection ( "south" intersection). Directly to the southwest of the study intersection is the El Jebel Community Center, a county facility that serves as an extension to the county offices located in Eagle. This facility contains meeting rooms, a Clerk and Recorder's office, a Sheriff's Office, and other county facilities. A parking lot for the building is located to the northwest, with access from Valley Road through a roundabout that accesses Valley Road. There are two significant development plans proposed in the immediate future adjacent to the study intersection. To the west, the Crown Mountain Parks and Recreation District ("CMPRD") is proposing to construct a recreation center, and to the east, the Roaring Fork Transportation Authority ( "RFTA ") is proposing to construct a "Park and Ride" facility for their upcoming Bus Rapid Transit ("BRT") project. Traffic generated from these developments, as well as the present and future background traffic, will have a significant impact upon the study intersection. Furthermore, the intersection is located within close proximity to the SH82 / El Jebel Road intersection, and there is a concern that the proximity may cause failures due to traffic queuing to and from SH82. Eagle County owns the property to the west that contains the El Jebel Community Center, as well as the proposed CMPRD recreation Center on a property commonly referred to as the "Tree Farm Parcel." CMPRD operates the Crown Mountain Park on this parcel through a lease agreement between the County and CMPRD. To the south, the Sopris Village Subdivision consists of approximately 130 single family dwellings. Sopris Village Drive is a county road, and represents the western boundary to the Town of Basalt. To the east, the proposed RFTA Park and Ride is to be located between the East Valley Road and Sopris Village Drive roads in the triangular shaped parcel, located within the Town of Basalt's limits. The Valley Road / East Valley Road intersection is actually within CDOT's Right of Way. The design must be a coordinated effort to ensure both the north and south sides of the intersection are part of the overall design plan that considers lane configuration, signal timing and queuing. Background Information. The following information is available as background information to this project: EXHIBIT A SSGM www.S . fvL.co , • El Jebel / Crown Mountain Traffic Analysis, Stolfus & Associates, January 2012 • El Jebel Traffic Report, SH 82 and El Jebel Road / Sopris Village Drive, Roaring Fork Transportation Authority Bus Rapid Transit Project, HNTB & Schmueser Gordon Meyer, October 20, 2011 • Crown Mountain, Revised Traffic Impact Analysis, LSC Transportation Consultants • LEA -3339 RFTA El Jebel BRT Referral • PDA -3103 Mount Sopris Tree Farm PUD Amendment • CDOT Region 3 Intersection Priority Study, June 2011, Fehr & Peers Planned Improvements. Realign Valley Rd and East Valley Rd with improvements to El Jebel Rd on the south that incorporate both development considerations as well as existing conditions that will serve to improve safety and capacity of the intersections. Carefully consider pedestrian and bicycle routes as part of the design. • Schedule. The County has a goal of having Construction Documents completed by May 2013. Scope of Work. SGM will be responsible for full planning, coordination, and public relations during the feasibility study and environmental investigations, then full PS &E design, and construction management for he project. For Valley Road (south side), this proposal is based upon furthering Option 4B through the public process, through which we will obtain and respond to public comment in order to come to a preferred alternative that addresses, safety, capacity, and public concems. The projects will generally be completed jointly, with the exception that the north side work will not begin until an IGA with CDOT has been completed so that the Hazard Elimination Grant may be used for design funding as well. The projects will be invoiced separately and will have the same process and elements, with the possible exception of the stakeholder groups. We anticipate the following phases of work for this project: 1. Selection /Confirmation of Preferred Intersection Option Objective During this phase we will review the alternatives and existing information; On the south side, focusing on the suggested Option 4B, and additional "tweaks" to alternative 4B to present to the public. We will listen and understand the needs and concerns of both the stakeholders and the public. We will prepare a logical decision matrix to document the reasoning behind each alternative for use in public presentations. Tasks a. Review and Analyze existing data sGm 'v ww.s m-€ c.c r i. Review Stoflus analysis inc coordination with Matt Brown, alternatives, growth rates, queuing, ... ii. Review current RFTA BRT Park and Ride status /plan iii. Review current Crown Mtn status /plan iv. Understand the transportation needs of the area and identify the desires of the affected community through individual group stakeholder meetings (Eagle Co, RFTA, Crown Mtn, CDOT, Basalt, Crawford and Tucker (north), and Sopris Village (south) v. Review /develop alternatives to serve the needs, analyze the feasibility of the alternatives, refine the most feasible alternatives and determine impacts of the alternatives if they are implemented. vi. Provide updated report as necessary based upon findings vii. Hold Project Leadership Team meetings as necessary to update findings (Eagle Co, RFTA, Crown Mtn, CDOT, Basalt, Crawford, Tucker, Sopris Village) b. Public Involvement Process • i. Catalogue existing public comment ii. Provide graphic and visual materials iii. Provide Facilitator, as needed iv. Hold individual stakeholder meetings with property owners and neighbors (Crawford, Tucker, Sopris Village, MVMD, Crown Mtn Board, etc) v. Public Open House process (Kickoff, 30%, 90%) vi. Public Meeting with BoCC for preferred alternative approval 2. Initial Project Development Objective Clarity of stakeholder goals and priorities is critical to any design task. Once these have been established, the objective is to develop a clear understanding on the three key elements of successful projects: Scope, Schedule and Budget and to initiate data collection activities. a. Physical Existing Conditions and Boundary Survey b. Geotechnical Investigation c. Environmental Clearances (CDOT will provide Archaeology and History, Consultant will perform Wetland Delineation and Permitting). d. Utility Coordination (meetings, locating, potholing, and other adjustments) 3. Design Development (30% Design) Objective Develop a set of preliminary design plans based on accepted intersection design criteria and the roadway geometry, hydrology studies, geotechnical recommendations, site constraints, streetscape and costs. M y,, w E . s rr - i n c . c o r n a. Plan and Profile Plans b. Preliminary Right of Way Plans (inc. appraisals, acquisition and title services in accordance with CDOT and FHWA standards) c. Preliminary Geotechnical and Environmental Report d. Preliminary Hydrology Report e. Preliminary Quantities and Opinion of Probable Cost f. Project Leadership Team Meetings (Eagle Co, RFTA, Crown Mtn, CDOT, Basalt, Crawford, Tucker, Sopris Village) g. Public Open House 4. Design Development (90% Design) Objective Provide a complete Plans, Specifications & Estimate (PS &E) package that is essentially bid -ready for the County Review submittal prior to advertisement. a. Final Reports b. Roadway Plans c. Right of Way Plans d. Drainage Plans e. Erosion Control Plans f. Retaining or Structural Plans g. Traffic Control Plans h. Signage and Striping Plans i. Landscape & Streetscape Plans j. Standard Plans k. Project Special Provisions 1. Project Leadership Team meeting m. Public Open House 5. Construction Documents Objective Provide a complete Plans, Specifications & Estimate (PS &E) package that is bid - ready. a. Construction Plans b. Project Special Provisions and Standard Special Provisions c. Final Opinion of Probable Project Cost 6. Bid Administration Support Objective E: Provide a continuation of technical support to the County PM throughout the bid solicitation period, shop drawing review and project award. a. Pre -Bid meeting attendance b. Addenda, if required c. Project Award 7. Construction Management (price not included, assume —10% of construction for budgeting purposes) a. Preconstruction and construction contract administration b. Geotechnical Testing support c. Construction Survey Support d. Management of construction activities including scheduling, contract interpretation, contractor interim payment preparation, daily diaries, daily quantities preparation, testing, inspection, surveying and other engineering as determined. Additional information is provided below from the County Scope of Work that identifies specific requirements for several tasks mentioned above but provided in more detail below: Project Coordination. Coordination may be required with all the following: • Utilities • Division of Wildlife • Utility Notification Center of Colorado. • Colorado Dept. of Public Health and Environment • Colorado Department of Transportation (CDOT) • Federal Highway Administration (FHWA) • Roaring Fork Transit Agency (RFTA) • Crown Mountain Parks & Recreation District (CMPRD) • Town of Basalt • Pitkin County • Sopris Village HOA Utility Coordination. Utility Survey • Arrange for field locates of all underground utilities. • Survey all above and below ground utilities, including poles, manholes, valves, pedestals, guy wires, markers, fiber optic lines, telephone lines, gas lines, electric lines, sewer lines, etc. • Determine invert elevations of all manholes and vaults. • Pothole all underground utilities in areas of potential conflict with our construction. itLf SGM ,w.s ri , c.com • Obtain all necessary permits to perform on -site surveys of utilities. Utility Coordination • Obtain maps from utility companies. • Create / maintain utility company contact lists. • Conduct any necessary field reviews / investigations with the utility companies • Conduct periodic meetings with individual utility companies, as design progresses. • Distribute plans and cross sections to utility companies as design progresses, including FIR, FOR, and construction. • Make recommendations regarding utility relocations. • Coordinate design of utility relocations with the utility companies. Utility Owners • Holy Cross • Source Gas • Telephone • Comcast • Mid Valley Metro District Irrigation Ditches • None known - there is a ditch This Scope of Work includes the utilization of a utility locating service to provide locates as needed for engineering design. UNCC is only legally obligated to provide locates in advance of excavation. SGM should anticipate that a design, which affects any agency, will have to be accepted by that agency prior to its acceptance by the County. Submittals to affected agencies will be coordinated with County. Improvements to the local roadway network and utilities may require utilization of current standards for design. SGM ESTIMATED BY: Dan Cokley PROJECT: SH 82 / El Jebel Rd Intersection (S) DATE: 6/22/2012 CLIENT: Eagle County REVISION: 1 SGM Hours and Labor Char • es No. Code Personnel Description Name Rate Hours Salary Labor 1 PIC Principal -In- Charge Louis Meyer $155.00 44 $6,820.00 2 PM Project Manager Dan Cokley $140.00 199 $27,860.00 3 STE Sr Transportation Engineer Phillip Kurth $130.00 54 $7,020.00 4 TE Transportation Engineer Lee Barger $110.00 30 $3,300.00 5 DEN Drainage Engineer Angie Fowler $130.00 38 $4,940.00 • 6 DES Roadway Designer Ron Mittleider $115.00 180 $20,700.00 7 CAD CAD Designer Danny Stewart $90.00 103 $9,270.00 8 SM Survey Manager Steve Ehlers $120.00 38 $4,560.00 9 ST Survey Technician Bob Brandeberry $85.00 172 $14,620.00 10 FS Feld Survey Crew 2- Person Crew $200.00 68 $13,600.00 11 QC QC Manager • Jeff Simonson $140.00 0 $0.00 12 ADM Admin. Assistant Joan Preisner $65.00 31 $2,015.00 13 CM Construction Manager Blaine Wright $105.00 _ 0 _ $0.00 14 CT Construction Technician Dave Shepard $95.00 0 $0.00 Subtotal' 957 $114,705.00 — Subconsultants 1 YEH Geotechnical Yeh & Assoc ii , " a. , S 2 ERO Environmental ERO Resources $5,502.00 3 RULS Utility Potholing , Rippy Underground Locating Services $3,500.00 4 ACQ Acquisition, Title A Project Resource $16,472.50 5 LSA Landscape Architect LandWest $11,030.00 6 APR Appraisal Jon Lengel $6,825.00 7 TRA Traffic Stolfus $1,500.00 Subtotal $55,329.50 Cost Breakdown by Phase 1.0 Project Management (9 months) $7,210.00 2.0 Public,lnformation Process $10,075.00 3.0 Initial Project Development $24,735.00 4.0 Preliminary Design (30 %) $22,845.00 5.0 60% Design (60 %) DELETED • 6.0 Final Design (90 %) $33,600.00 7.0 Design Phase Completion (100 %) $11,700.00 8.0 Bid Phase Services $4,540.00 9.0 Construction Phase Services $0.00 Subtotal $170,034.50 Other Direct Costs $3,237.00 TOTAL COST $173,27 EXHIBIT • i 13 Print Date: 6/22/2012 Page 1 of 1 SGM Confidential irrA Yeh and Associates Inc. Consulting Engineers & Scientists May 31, 2012 Proposal 2012P -G025 Mr. Dan Cokley, P.E. SGM 118 West Sixth Street, Suite 200 Glenwood Springs, Colorado 81601 Subject: Proposal for a Subgrade Investigation and Pavement Design for the El Jebel Intersection Improvement Project in Eagle County, Colorado. Dear Mr. Cokley, This letter presents Yeh and Associates, Inc. proposed scope of work, estimated project costs, fee schedule and general conditions for providing a subgrade investigation and pavement design for the subject project. Project Description: The project involves reconstruction of El Jebel Road at the intersection with State Highway 82. The majority of the improvements are planned on the south side of the interchange where realignment of Valley Road is planned. Minor improvements are planned to the north. Scope of Work: We will provide a subsurface investigation and asphalt pavement design. Based on the information provided to us and our understanding of the project, we propose the following scope of work: Task 1 — Contract drilling services for a geotechnical investigation. Conduct field reconnaissance and perform a subsurface investigation. We estimate that the site will require 10 to 12 borings. Yeh and Associates will determine the final number of borings in the field based on CDOT requirements. The borings will be drilled to depths of at least 5 to 10 feet. Yeh personnel will log the borings and collect samples for testing. Task 2 — Analyze the field data and laboratory test results and provide a geotechnical report for the site with recommendations for subgrade preparation, drainage and asphalt pavement sections. Task 3 — Attend 2 meetings at Eagle County and/or with SGM personnel. Fee: The client will be invoiced on a time and materials basis in accordance with the attached fee schedule not to exceed $14,100 for the work described in Tasks 1 - 3. All other requested work will be invoiced on a time and materials basis in accordance with the attached Standard Fee Schedule and General Conditions. Sincerely, YEH AND ASSOCIATES, INC. Richard D. Johnson, P.E. Project Manager Attachment: Fee Schedule Accepted by: General Conditions Date: 5700 East Evans Avenue, Denver, CO 80222, (303) 781 -9590, Fax (303) 781 -9583 1525 Blake Avenue, Glenwood Springs, CO 81601, (970) 384 -1500, Fax (970) 384 -1501 570 Turner Drive, Suite D, Durango, CO 81303, (970) 382 -9590, Fax (970) 382 -9583 IC I Effective July 1, 2011 YEH AND ASSOCIATES, INC. STANDARD FEE SCHEDULE ENGINEERING Principal $160.00 per hour Engineer or Geologist Intern $50.00 per hour Sr. Project Manager $145.00 per hour Senior Field Engineer/Technician $75.00 per hour Project Manager $135.00 per hour Field Engineering Technician $65.00 per hour Senior Project Engineer or Geologist $110.00 per hour Laboratory Technician $60.00 per hour Graphics Specialist $120.00 per hour Laboratory Technician Intern $50.00 per hour Senior Field Inspector $95.00 per hour Drafter $80.00 per hour Project Engineer or Geologist $95.00 per hour Administrative Assistant $60.00 per hour Field Inspector $85.00 per hour Sr. Specialist/Sr. Engineering Consultant $195.00 per hour Staff Engineer or Geologist $80.00 per hour Expert Testimony and Court Appearance $350.00 per hour (Covers planning and general supervision, field trips, analysis, consultation, preparation of reports, and travel time.) LABORATORY TESTING Natural Moisture Content $5.00 "R"-Value (ASTM 2844) $350.00 Natural Density $10.00 Resistivity $45.00 Atterberg Limit (ASTM D43 18) $60.00 Permeability Aggregate Specific Gravity $60.00 a. Falling or Constant Head, 2 -4" Diameter $250.00 Gradation Analysis (ASTM D -422) b.Triaxial Permeability $500.00 a. All Standard Sieve to #200 Sieve $50.00 c. Remolded(W &PRE -13) $200.00 b. Less than 1.5" Down to #200 Sieve $45.00 Water Soluble Sulfate $30.00 c. Percent Less Than #200 Sieve $25.00 pH $20.00 d. Hydrometer Analysis, add $50.00 Chloride $25.00 Swell - Consolidation Organic Content (ASTM D -2974) $30.00 a. Loaded to 10,000 psf $45.00 Concrete Compression Test, each $12.00 b. Per load in Addition to 10,000 psf $5.00 Asphalt Content Soil Unconfined Compressive Strength (ASTM D -2166) $35.00 a. Ignition Furnace Calibration, Per mix $350.00 Direct Shear, per point b. Calibration of Nuclear Asphalt Gauge $350.00 a. Unconsolidated Undrained Test $100.00 c. % AC $75.00 b. Consolidated Undrained Test $310.00 d. Gradation $75.00 c. Consolidated Drained Test (ASTM D -3080) $400.00 Maximum Specific Gravity (Rice - AASHTO T -209) $65.00 Standard Proctor Compaction (ASTM D -698) $85.00 Bulk Specific Gravity (AASHTO T -166) $40.00 Modified Proctor Compaction (ASTM D -1557) $95.00 Fracture Faces $75.00 Lime/Flyash/Cement -Soil Mix Design $3,000.00 (Sample pick -up and preparation of remold samples for applicable laboratory test above will be billed at hourly Laboratory Technician rate) MISCELLANEOUS AND OUTSIDE SERVICES Full Time Auto or Pickup Mileage $25.00 /day fi $0.55 per mile Auto or Pickup Mileage (Less than full time) Current Allowable IRS Rate Equipment Rental, etc. Cost +10% Geotechnical Drilling Subcontractor Cost +10% Traffic Control Subcontractor Cost +10% Special Laboratory Testing Cost +10% Out -of -town living and travel costs (Less than 3 days): Meals, Airfare, Lodging, Car Rental, Parking, Toll, etc. At Cost Out-of -town living and travel costs (Longer than 3 days): - Airfare, Lodging, Car Rental, Parking, Toll, etc. At Cost - Per Diem Current GSA CONUS Rate Other outside Services Cost +10% Interest charged after 30 days from invoice date 1.5% per month Accepted by: Date: Effective January 1, 2011 GENERAL CONDITIONS INVOICES Yeh and Associates, Inc. (Y &A) will submit progress invoices to client monthly and a final bill upon completion of the services. Invoices will show charges for different personnel and expense classifications. A more detailed separation of charges and backup data, such as timesheets and invoices, is available. Each invoice is due on presentation and is past -due thirty (30) days from invoice date. Client agrees to pay a finance charge of one and one -half percent (1-1/2 %) per month, or the maximum rate allowed by law, on past -due accounts. SAMPLES All samples of soil and rock will be discarded thirty (30) days after report submittal. Upon Client's written request and authorization, samples will be delivered in accordance with Client's instructions, or stored for an agreed charge. RIGHT -OF -ENTRY Unless otherwise agreed, Client will furnish right -of -entry for Y &A to make borings, surveys and /or explorations. Y &A will take reasonable precautions to reduce damage to property. However, it is understood by Client that in the normal course of work, some damage may occur. UTILITIES Y &A will request responsible utility owners to locate oft -site lines. Client agrees to be solely responsible for designating the locations of all utility lines and subterranean structures within the property lines of the project. Y &A will not be liable for damage to subterranean structures (pipes, tanks, conduits, wires, etc.) which are not correctly located on or off the site. JOB SITE Client agrees that the construction contractor will be required by Client to assume sole and complete responsibility for job site conditions during construction of the project, including safety of persons and property. Client further agrees to indemnify and hold Y &A harmless from any and all liability in connection with the performance of work during construction of this project, excepting liability arising directly from the negligence of Y &A. Client agrees that Y &A shall not be responsible for the construction contractor's means, methods, techniques, sequences or procedures, nor for the contractor's failure to construct the project in accordance with plans and specifications, applicable codes, and/or with generally accepted construction practices. REPORTS Reports, plans and other work prepared by Y &A remain the property of Y &A. Client agrees that all reports and other work furnished to the Client and his agents not paid for will be returned upon demand, and will not be used for licensing, permits, design and /or construction. WARRANTY Y &A agrees in connection with services performed under this Agreement that such services are performed with the care and skill ordinarily exercised by members of the profession practicing under similar conditions at the same time and in the same or similar locality. No warranty, expressed or implied, is made or intended by rendition of consulting services or by furnishing oral or written reports of the findings made. Client recognizes that subsurface conditions beneath the project site may vary from those encountered in borings, surveys or explorations and that information and recommendations developed by Y &A are based solely on the information available to it. Any exploration, testing, surveys and analysis associated with the work will be performed by Y &A solely to fulfill the purpose of this Service Agreement and Y &A is not responsible for interpretation by others of the information developed. Risk Allocation Y &A's potential liability to Client and others is grossly disproportionate to Y &A's fee due to the size, scope and value of the project. Therefore, unless Client and Y &A otherwise agree in writing in consideration for an increase in Y &A's fee, Client, including its directors, officers, partners, employees, agents, contractors and their respective assigns, agree to limit Y &A's liability (whether arising from contract, statutory violation or tort) to $50,000. This limitation shall apply to all phases of Services performed in connection with this Project whether subsequent to or prior to the execution of this agreement. In no event shall Y &A be liable for consequential, incidental or special damages. DISPUTES Should either party hereto bring suit in court to enforce any terms of this Agreement, it is agreed that the prevailing party shall be entitled to recover his costs, expenses and reasonable attorneys' fees. Accepted by: Date: ERA ERO Resources Corp. 0 c.ES Co � y 3(3 December 6, 2012 ^4 rf1v j �� G Dan Cokley, P.E. Schmueser Gordon Meyer, Inc. 118 W. 6th Street, Suite 200 Glenwood Springs, CO 81601 RE: Town of El Jebel (North Phase and South Phase) -- Wetland Delineation and Permitting and Environmental Clearances for Cultural Resources Dear Dan: This letter transmits ERO Resources Corporation's (ERO) contract for a wetland delineation and permitting as well as an environmental clearance report for Cultural Resources in El Jebel, Colorado. ERO Resources Corp., a Colorado corporation, will conduct the work for Schmueser Gordon Meyer, Inc. (SGM), hereinafter referred to in all accompanying documents as Client. ERO understands that the project is for Valley Rd/E1 Jebel Road improvements and encompasses several adjacent and intersection roads within the improvement area. The project is proposed for two separate phases, the north phase and the south phase. ERO would follow the requirements set forth by CDOT for each Phase. Waters of the U.S., Threatened and Endangered species habitat, noxious weeds — An ERO environmental scientist will review the project area for the above - listed resources. ERO will prepare a wetland delineation report suitable for submittal to the Denver U.S. Army Corps of Engineers, Sacramento District, Colorado- Gunnison Basin 1842 Clarkson St. Regulatory Branch. The wetland delineation report will contain all required maps, Denver. co 80218 pp 303.$30.1188 Regional descriP descriptions, Arid West Supplement dataforms, and Jurisdictional Determination form(s). Per Sacramento District requirements, the wetland boundary will be flagged with consecutively numbered pinflags and GPSed with sub -meter Boise accuracy. If there are unavoidable impacts to wetlands and/or waters of the U.S., it is 3314 Grace St. Boise, ID 83703 anticipated that a 404 permit or permit authorization verification would be required. 208.373.7983 Two cost estimates for wetlands are being included; one for just the wetland delineation and report and the other includes permitting. Durango 1065 Main Avenue Finally, a memo summarizing the environmental resource findings will be developed. Durango, Co 81301 I addition to a summary of waters of the U.S. and ESA issues, the memo will provide 970.422.2136 mary , p findings of potential Migratory Bird Treaty Act issues associated with the improvements, and will document noxious weeds found at the site. Recommendations Western Slope P.O. Box 932 161 South St. Hotchkiss, CO 81419 970.872.3020 Consultants in Natural Resources and the Environment www.eroresources.com Page 2 for weed control and Migratory Bird Treaty Act compliance will be included if necessary. Cost without permitting (North Phase only): $3,491.00 Cost with permitting (North Phase only): $4,325.00 Cost without permitting (South Phase only): $3,891.00 Cost with permitting (South Phase only): $4,725.00 Cost without permitting (Both Phases in same trip): $4,291.00 Cost with permitting (Both Phases in same trip): $5,710.00 Cultural Resources (History) —If a Cultural Resource clearance is required (CDOT is unable to complete the Cultural Resources clearance as is currently the plan), the proposed project would be evaluated for historic resources that could be impacted during the sidewalk construction. Cultural resources would be evaluated for their eligibility on the National Register of Historic Places (NRHP), and potential direct or indirect impacts of the project on historic significance of these features would be assessed. If eligible for the NRHP, impacts to the character and integrity of the structure for future listing will be determined. Coordination with CDOT, State Historic Preservation Office (SHPO), the Town of El Jebel, and Eagle County would be required. ERO assumed CDOT would conduct SHPO consultation if required. Cost (North Phase only): $3,450.00 Cost (South Phase only): $3,650.00 Cost (Both Phases in same trip): $4,240.00 Phase I/Modified Environmental Site Assessment (M -ESA) -- ERO will conduct a PhaseI/M -ESA for the project area in conformance with the American Society for Testing and Materials (ASTM) "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process" (ASTM 1527 -05) and the Colorado Department of Transportation (CDOT) guidelines for M -ESAs for Department projects, dated February 8, 2011. To complete this task, ERO will conduct a visual site inspection of the project area. The purpose of the inspection is to document recognized environmental conditions, and ERO will document the general site setting, such as current use(s) of the project area and adjoining properties, and general hydrogeologic and topographic features. ERO will provide a general description of structures and other improvements and identify the following site conditions, if they are visually or physically observed during the site inspection: • The quantity, type, and storage system for hazardous substances and petroleum products in connection with identified uses; • Tanks, containers, drums, barrels, and other systems used for storing hazardous substances and petroleum products not connected to identified uses; • Aboveground and underground storage tanks; • Pits, ponds, lagoons, and other features potentially used for storage and/or disposal of hazardous substances and petroleum products; ERO Resources Corporation • Odors, pools of liquids, stained soils and pavement, and stressed vegetation; • Presence of electrical equipment potentially containing spell out PCB (PCBs); • Presence of surfaces potentially painted with lead -based paint (samples may need to be taken); and • ERO will also perform a cursory investigation for potentially asbestos - containing building materials. The following issues are specifically excluded from the M -ESA: radon, and lead in drinking water. ERO will conduct interviews with the persons with knowledge of the project area. Additionally, ERO will conduct a search of records and files from a variety of sources and compile information pertaining to current and past environmental conditions. This search may include the following information: • Topographic, land use, and environmental resource maps • Aerial photographs • County and city records • State and federal databases Based on the information gathered during the above tasks, ERO will compile the information and findings in a detailed written report that includes the site description, records review, site reconnaissance, and conclusions. Cost (North Phase only): $3,700.00 Cost (South Phase only): $3,700.00 Cost (Both Phases in same trip): $3,700.00* *Both phases can be done for $3,700 ONLY if both will take place within 180 days of each other. According to CDOT a M -ESA is only valid for 180 days. ERO Resources Corporation Page 4 ERO will conduct this work on a time - and - materials basis. Expenses are billed at cost plus 3 percent. If Wetland Permitting, Cultural Resource, and Phase I/M -ESA are needed, total costs for the project are: North Phase only: $11,475.00 South Phase only: $12,075.00 Both Phases in same trip (within 180 days of each other for M -ESA validation): $13,650.00. Please note that the North Phase likely would require no wetland permitting and costs are anticipated to be much Less. ERO bills on a Time and Materials basis and would bill only for time required. These costs represent a "worst case" scenario. In order to proceed, please sign and return the enclosed copy of this package (Transmittal Letter and Terms and Conditions) to signify your acceptance of this proposal and all terms and conditions. Please retain one copy for your records. We look forward to assisting you on this project. Please give me a call if you have any questions — 970 - 872 -3020. Sincerely, Accepted By Client: Aleta Powers I. Principal/Environmental Scientist Signature . Date Accepted by ERO Resources Corporation d ! �fi -r 12(6/12 Signature of Principal Date ERO Resources Corporation TERMS AND CONDITIONS 1. ERO shall perform all work under this Agreement as an independent contractor. Neither execution of this Agreement nor performance by the parties under this Agreement shall create any partnership, joint venture, or agency relationship between the parties. 2. ERO periodically shall submit invoices to CLIENT. CLIENT shall pay each invoice within thirty (30) days of the date of the invoice. CLIENT shall pay an additional charge of one and one -half percent (1- 1/2%) of the amount of the invoice per month, or the maximum percentage allowed by law, whichever is the lesser, for any payment received by ERO more than sixty (60) days from the receipt of an invoice. 3. The CLIENT, at its expense, shall provide ERO with access to and egress from all property to which ERO may require access to perform its services under this Agreement. 4. For Projects specifically involving the assessment, identification, confirmation, or removal of solid wastes, hazardous substances, hazardous wastes, or toxic materials the CLIENT, at its expense, shall provide full information regarding its knowledge of the Project; the identity, nature, quantity, and location of all known solid wastes, hazardous substances, hazardous waste, or toxic materials at or on the site; all reports, data, maps, diagrams, studies, specifications, and other documents or any information relating to said substances, materials and wastes; surface or subsurface conditions at the site; and names, addresses, and phone numbers of such persons that may possess such information, which would assist ERO to perform its services hereunder, and any circumstances known to the CLIENT that would hinder ERO's performance or make performance by ERO more difficult or expensive than would ordinarily be expected. CLIENT agrees that ERO is not liable for any and all claims, losses, costs, damages, or expenses caused by CLIENT's failure to provide such information regarding the solid, hazardous or toxic substances, wastes or materials. Such causes include, but are not limited to, negligence, professional errors or omissions, strict liability, breach of contract or warrant. ERO shall be entitled to rely on all client - provided documents and information regarding solid, hazardous or toxic substances, wastes or materials in performing services under the Agreement; however, ERO assumes no responsibility or liability for the accuracy or completeness of such documents or information. 5. In recognition of the relative risks, rewards, and benefits of the project to both the CLIENT and ERO, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, that for any and all claims, losses, costs, damages, or expenses caused by professional negligence, ERO's liability, including that of its employees, agents, and subcontractors, in the aggregate under this Agreement shall not exceed One Hundred Thousand Dollars ($100,000). In no event shall ERO be liable for consequential damages. 6. For any damage caused by negligence other than professional negligence, ERO's liability, including that of its employees, agents, and subcontractors, in the aggregate under this Agreement shall not exceed the limits of ERO's comprehensive general, automobile liability insurance coverage, or other insurance policies (Commercial General Liability—$2 million each occurrence, $4 million aggregate; Any Automobile —$1 million; Workers' Compensation —$1 million; and Professional E&O— $1 million). 7. Subject to Paragraphs 4, 5, and 6 above and otherwise to the fullest extent permitted by law, CLIENT and ERO shall indemnify, defend, and hold harmless each other and their subcontractors, consultants, agents, officers, directors, and employees from and against all claims, damages, losses, and expenses, whether direct, indirect, or consequential, including, but not limited to, fees and charges of attorneys and court and arbitration costs arising from their own negligent acts or omissions. 8. Either party may terminate this Agreement for cause if the other commits a material, uncured breach of this Agreement. Termination shall be effective ten (10) days from receipt of the Notice of Termination. No later than thirty (30) days after termination, CLIENT shall pay ERO upon invoice for services performed and charges prior to termination, plus termination charges. Termination charges 1 ERO Resources Corporation shall include, without limitation, charges for personnel, putting project documents and analyses in order, personnel and equipment rescheduling or reassignment adjustments, and all other related costs and charges incurred that are directly attributable to termination. 9. ERO shall not specify work procedures, manage, or supervise work for which it is'not responsible under this Agreement, or implement or be responsible for health and safety procedures for persons other than its own employees. 10. CLIENT shall compensate ERO for any and all costs, expenses, obligations, or damages arising out of any litigation, investigations, or regulatory procedures in which ERO is compelled to participate, that relate to this project. 11. The provisions of this Agreement shall survive the completion of the services under this Agreement and the termination of this Agreement for any cause. 12. Each party shall retain as confidential all information and data furnished to it by the other party. This shall not apply to information and data already known to the receiving party or already generally available to the public. 13. CLIENT and ERO represent and warrant to the other that they have the full power and authority to execute and deliver this Agreement, and perform their respective obligations hereunder. 14. This agreement shall be governed by the laws of the State of Colorado. 2 ER8 Resources Corporation A {970 Project Resource835 -8558 , LLC 10299 Kings View Rd. Austin, CO 81410 I ourrce, Cr aproiectresource(a).tds.net PROPOSED SCOPE OF WORK AND PROPOSAL TO PROVIDE RIGHT -OF -WAY ACQUISTION SERVICES FOR THE HWY 821 EL JEBEL RD INTERSECTION IMPROVEMENTS, EAGLE COUNTY Based on preliminary research and discussion the proposed project is located at the intersection of State Highway 82 and El Jebel RdNalley Rd in Eagle County, Colorado. The project has CDOT oversight and involvement on the north side of Hwy 82 but not currently on the south. There appears to be one ownership or parcel to be acquired on the north side and two ownerships or parcels on the south side of Hwy 82. SERVICES It is understood a portion of this project may be receiving Federal Funding and pursuant to a Stewardship agreement between the Federal Highway Administration (FHWA) and the Colorado Department of Transportation (CDOT), CDOT has oversight responsibly for said Federal Funding. Accordingly, all work must be performed in accordance with the CDOT Right -of -Way Manual and the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended 49 CFR part 24. These regulations also require that the individual or firm performing the right -of -way acquisition or relocation functions of a federally assisted project must be qualified by CDOT. All services mentioned herein will be performed in accordance with these regulations. 1. Right of Way Cost Estimate With coordination from CDOT, A Project Resource, LLC (Contractor) shall prepare a Chief Engineers Right of Way Cost Estimate (CDOT form 438) for the estimated value of the and to be acquired, the value of any improvements thereon and the damage and benefits, if any to the remaining land for each parcel on the project upon the receipt of an accurate survey or drawing of the parcel to be acquired. 2. Notice to Owner Upon direction of the County Project Manager a Notice package will be prepared and forwarded to the County for review and approval. The notice to the property owner will be sent certified mail or hand delivered and shall include, although not be limited to the following: • A letter stating the County's interest in acquiring the parcels needed for the project. • A description and location of the real property and the nature of interest to be acquired. • Preliminary Right of way plan sheets, drawings or surveys and /or legal descriptions of the parcel or easement. • A Right of Way Property Acquisition Booklet 3. Property Valuation The Contractor shall prepare a Waiver Valuation /Fair Market Value determination (Value Finding) in the limits and as described in the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended 49 CFR part 24, when directed to do so by the County Project Manager. The completed fair market value determination will forwarded to the County Project Manager for review and approval. The fair market value determination approved by the County will serve as the basis for the written offer of just compensation to the property owner. In those instances when a parcel has an estimated value of more than $5,000, the owner will be advised (by letter) of their right to obtain an appraisal under the provisions of CRS 38 -1 -121, which reasonable cost will be paid for by the County. A copy of the right of way plans, legal descriptions, notice of interest to acquire letter addressed to the property owners, and a checklist for the owner, to give his or her appraiser, shall be furnished to the property owner. All owner appraisals received, (2 copies required), along with the billing, will be forwarded to the Appraisal Reviewer and County Project Manager. 4. Offer to Owner /Negotiations Upon receipt of the reviewed and approved fair market value determination, a written offer package will be prepared and forwarded to the County for review and approval. The written offer to the property owner will be sent certified mail or hand delivered and shall include, although not be limited to the following: • A written explanation of the basis for the offer and the amount of the offer, including the amount of damages /benefits to the remainder (if applicable). • A description and location of the real property and the nature of interest to be acquired. • An identification of buildings, structures or improvements being acquired or omitted from the offer if they are being acquired from the tenant. • Right of way plan sheets, drawings or surveys of the parcel or easement. • A Demographic information form Typically the offer package will contain the offer letter, A Summary Statement, Memorandum of Agreement, legal description and drawing of the proposed acquisition, Federal form W -9, and a self addressed stamped envelope. Prior to contacting the owner to make the offer, the Contractor will thoroughly review all project related information furnished by the County and others, including but not limited to, survey information, right of way plans, legal descriptions, preliminary design plans (as available), memorandum of ownership or title commitments. The Contractor will fully explain the acquisition process; the project's affect on the landowner's property and address any other concerns the owner may have regarding the acquisition process and the Project. If during the negotiation process the owner provides a counteroffer, the information will be reviewed by the Contractor and forwarded along with his or her analysis and recommendation to the County Project Manager and the County Attorney. In addition, if the Contractor observes any activities on the parcel which may indicate the presence of hazardous or toxic materials, which may not have been previously observed, the Contractor shall immediately notify the County Project Manager. If the owner volunteer's information that may dictate a need for a revision to the offer, or any item appears to be missing from the fair market value determination, survey or descriptions, the Contractor shall notify the County Project Manager. In the negotiation process where the initial offer to the property owner is not successful, a final written offer letter shall be sent to the property owner by Certified Mail, in accordance with the schedule provided by the County Project Manager. 2